Voting of Company Shares. At any meeting of the shareholders of the Company called to seek the Company Shareholders’ Approval, or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval with respect to this Agreement, any other Transaction Document, the Acquisition Merger, or any other Transaction is sought, SPAC (a) shall, if a meeting is held, appear at such meeting or otherwise cause the Company Shares for which SPAC has received a proxy pursuant to the Shareholder Support Agreements to be counted as present at such meeting for purposes of establishing a quorum and respond to each request by the Company for written consent, if any, and (ii) shall vote or cause to be voted (including by written consent, if applicable) such Company Shares in favor of granting the Company Shareholders’ Approval.
Voting of Company Shares. (1) At each meeting of the stockholders of the Company and at every postponement or adjournment thereof, each of CD&R Fund and the Purchaser Parties shall, and shall use reasonable best efforts to cause each of their respective Affiliates and representatives to, take such action as may be required so that all of the shares of Preferred Stock and Common Stock Beneficially Owned, directly or indirectly, by CD&R Fund or the Purchaser Parties and entitled to vote at such meeting of stockholders are voted (i) in favor of each director nominated and recommended by the Company Board for election at any such meeting (which nomination and recommendation shall include the Purchaser Designees) and (ii) against any stockholder nominations for director or other stockholder proposals which are not approved and recommended by the Company Board for election at any such meeting.
(2) The Purchaser shall, and each of CD&R Fund and Purchaser shall (to the extent necessary to comply with this Section 4.13(a)) cause the Purchaser Parties to, be present, in person or by proxy, at all meetings of the stockholders of the Company at which directors are nominated so that all shares of Preferred Stock and Common Stock Beneficially Owned by CD&R Fund or the Purchaser Parties may be counted for the purposes of determining the presence of a quorum and voted in accordance with Section 4.13(a)(1) at such meetings (including at any adjournments or postponements thereof).
Voting of Company Shares. Until the 6-month anniversary of the first time at which Vivendi and its Controlled Affiliates, in the aggregate, no longer beneficially own 5% of the issued and outstanding Common Stock, Vivendi agrees to vote, and to cause to be voted, all shares of Common Stock owned by it and its Controlled Affiliates that represent shares of Common Stock in excess of 9.9% of the issued and outstanding Common Stock (such 9.9%, the “Minority Interest”) (a) in a manner proportionally consistent with the vote of the shares of Common Stock not owned by Vivendi and its Controlled Affiliates or (b) in accordance with the recommendation, if any, of a majority of the Independent Directors then serving on the Board. Shares of Common Stock owned by Vivendi and its Controlled Affiliates up to the Minority Interest may be voted by Vivendi and its Controlled Affiliates in their sole discretion.
Voting of Company Shares. Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.
Voting of Company Shares. (a) Prior to the first occurrence of a Termination Event, the Vivendi Stockholders agree to vote, and to cause to be voted, all shares of Common Stock owned by each of them and their respective Controlled Affiliates (i) in favor of (A) the nominees proposed for election as directors of the Company by the Independent Nominating Committee (as defined in the Organizational Documents), other than any Ineligible Nominees, and (B) the nominees proposed for election as directors of the Company by the Executive Nominating Committee (as defined in the Organizational Documents), in each case, so long as such nominees are nominated in accordance with the Organizational Documents and (ii) against any and all proposals to remove any Independent or Executive Directors other than in the event of malfeasance.
(b) As promptly as practicable (but not later than three business days) after the closing of the Combination Transactions (as defined in the Combination Agreement), at the Company’s request, the Vivendi Stockholders shall execute a written consent, pursuant to Section 2.13 of the Amended and Restated Bylaws of the Company, pursuant to which the Vivendi Stockholders will (A) vote in favor of, approve and ratify all actions taken by the stockholders of the Company at the Company’s annual stockholders meeting held on September 27, 2007 (the “2007 Annual Meeting”), as described in the Company’s definitive proxy statement filed on July 30, 2007 (the “Proposals”) (i.e., vote in favor of Proposal Nos. 1, 2, 3 and 5), and (B) vote against all Proposals not approved by the Company’s stockholders at the 2007 Annual Meeting (i.e., vote against Proposal No. 4). The Vivendi Stockholders, with respect to all shares of Common Stock owned by each of them and their respective Controlled Affiliates, hereby agree to, and to cause each of their respective Controlled Affiliates to, (A) vote in favor of, approve and ratify all actions taken by the stockholders of the Company at the 2007 Annual Meeting (i.e., vote in favor of Proposal Nos. 1, 2, 3 and 5), and (B) vote against all Proposals not approved by the Company’s stockholders at the 2007 Annual Meeting (i.e., vote against Proposal No. 4). Each of the Vivendi Stockholders shall use reasonable efforts (i) to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in their capacities as stockholders of the Company under applicable laws and regulations to consummate and make effe...
Voting of Company Shares. All Company Shares held or acquired by the Trustee under the Plan will be registered in the name of the Trustee or its nominee. Each Participant shall be entitled to vote the Shares in his Account (insofar as practicable considering fractional interests in shares) by providing written direction to the Trustee as to how such Shares should be voted. A copy of the notice and proxy statement for each meeting of the holders of Company Shares will be mailed to each Participant at the same time mailed to shareholders, together with an appropriate form for the Participant’s use in instructing the Trustee with respect to voting the Company Shares that, at the record date for determination of the shareholders entitled to notice of, and to vote at, the meeting, are both (i) credited to the Participant’s Account and (ii) of record in the name of the Trustee or its nominee.
Voting of Company Shares. The Trustee shall furnish to each Participant who has Company Shares credited to his account notice of the date and purpose of each meeting of the stockholders of BWAY Corporation at which such Company Shares are entitled to be voted. The Trustee shall request from each such Participant instructions as to the voting at that meeting of Company Shares credited to his account. If the Participant furnishes such instructions to the Trustee within the time specified in the notification given to him, the Trustee shall vote such Company Shares in accordance with the Participant's instructions, except as may otherwise be required by ERISA. Such instructions shall be held in confidence and shall not be divulged or released to any person including any officer or any other Employee. All Company Shares credited to accounts as to which the Trustee does not receive voting instructions as specified above shall be voted by the Trustee proportionately in the same manner as the Trustee votes Company Shares to which the Trustee has received voting instructions as specified above, except as may otherwise be required by ERISA. Similarly, the Trustee shall furnish to each Participant who has Company Shares credited to his account notice of any tender offer for, or a request or invitation for tenders of, Company Shares made to the Trustee. The Trustee shall request from each such Participant instructions as to the tendering of Company Shares credited to his account and for this purpose the Trustee shall provide Participants with a reasonable period of time in which they may consider any such tender offer for, or request or invitation for tenders of, Company Shares made to the Trustee. Such instructions shall be held in confidence and shall not be divulged or released to any person, including any officer or any other Employee. The Trustee shall tender the Company Shares as to which the Trustee has received instructions to tender from Participants within the time specified by the Trustee, except as may otherwise be required by ERISA. Company Shares credited to accounts as to which the Trustee has not received instructions from Participants shall not be tendered unless otherwise required by ERISA. In carrying out the Trustee's responsibilities hereunder, the Trustee may rely on information furnished by the Xxxxxxxx Standard (Ohio), Inc. Benefits Committee, including the names and current addresses of Participants, the number of Company Shares credited to their accounts, and the numb...
Voting of Company Shares. At any meeting of the shareholders of the Company called to seek the Company Shareholders Approval, or at any adjournment thereof, or in connection with any written consent of the shareholders of the Company or in any other circumstances upon which a vote, consent or other approval with respect to this Agreement, the Plan of Second Merger, the Plan of Third Merger, any other Transaction Document, the Second Merger, the Third Merger or any other Transaction is sought, SPAC (i) shall, if a meeting is held, appear at such meeting or otherwise cause the Company Shares for which SPAC has received a proxy pursuant to the Shareholder Support Agreements to be counted as present at such meeting for purposes of establishing a quorum and respond to each request by the Company for written consent, if any, and (ii) shall vote or cause to be voted (including by written consent, if applicable) such Company Shares in favor of granting the Company Shareholders Approval.
Voting of Company Shares. Prior to the first occurrence of a Termination Event, the Vivendi Stockholders agree to vote, and to cause to be voted, all shares of Common Stock owned by each of them and their respective Controlled Affiliates (a) in favor of (i) the nominees proposed for election as directors of the Company by the Independent Nominating Committee (as defined in the Organizational Documents), other than any Ineligible Nominees, and (ii) the nominees proposed for election as directors of the Company by the Executive Nominating Committee (as defined in the Organizational Documents), in each case, so long as such nominees are nominated in accordance with the Organizational Documents and (b) against any and all proposals to remove any Independent or Executive Directors other than in the event of malfeasance.
Voting of Company Shares. Not later than two (2) Business Days after the Form S-4 is declared effective by the SEC, each Company Significant Stockholder shall deliver to the Company a written consent in respect of all Company Shares over which such Company Significant Stockholder then has the right to vote or direct the voting in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement (including the Merger) and any other actions presented to the holders of Company Shares (the “Company Stockholders”) that are necessary or desirable to consummate the transactions contemplated by the Merger Agreement (the “Company Stockholder Approval”). In addition, each Company Significant Stockholder agrees that from and after the date hereof, at every meeting of the Company Stockholders, however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Company Stockholders act by written consent in lieu of a meeting), such Company Significant Stockholders shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote (or cause to be voted) the Subject Shares over which such Company Significant Stockholder then has the right to vote or direct the voting against (a) any action, proposal, agreement, transaction or proposed transaction that would reasonably be expected to result in a breach in any material respect of any obligation of
